Current Report Filing (8-k)
May 06 2020 - 6:05AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported):
May 1, 2020
CLEANSPARK, INC.
(Exact name of Registrant as specified in
its charter)
Nevada
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000-53498
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87-0449945
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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1185 S. 1800 West, Suite 3
Woods Cross, Utah 84087
(Address of Principal Executive Offices)
(702) 941-8047
(Registrant’s Telephone Number, Including
Area Code)
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant
to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, par value $0.001 per share
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CLSK
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
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Item 1.01
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Entry into a Material Definitive Agreement.
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On May 1, 2020, CleanSpark, Inc., a Nevada corporation (the “Company”),
entered into a Third Amendment to Transaction Documents (the “Third Amendment”) with an otherwise unaffiliated third-party
institutional investor (the “Investor”).
The Third Amendment amends those certain existing Securities Purchase
Agreements (the “Agreements”) and Senior Secured Redeemable Convertible Debentures (the “Debentures”) previously
disclosed by the Company, and as amended previously on March 13, 2020.
As provided in the Third Amendment, until September 29, 2020, the
Company will not be required to reserve or issue to Investor more shares of Common Stock than were reserved for Investor prior
to May 1, 2020.
In addition, the Company previously amended the Agreements to lower
the Closing Price of the Common Stock which may trigger an Event of Default from $5.00 per share under the Agreements down to $1.75
per share for 5 consecutive Trading Days. The Third Amendment further amends this clause in the Agreements to provide that an Event
of Default under this provision would not be triggered, if at all, until after September 29, 2020.
The foregoing description of the terms of the Third Amendment do
not purport to be complete and are qualified in their entirety by reference to the provisions of such Third Amendment, the form
of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CLEANSPARK, INC.
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Dated: May 6, 2020
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By:
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/s/ Zachary K. Bradford
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Zachary K. Bradford
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Chief Executive Officer and President
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